Exhibit 4.1


 


ODDPOST, INC.


2003 STOCK PLAN


 


SECTION
1.  ESTABLISHMENT AND PURPOSE.


 


The purpose of
the Plan is to offer selected persons an opportunity to acquire a proprietary
interest in the success of the Company, or to increase such interest, by purchasing
Shares of the Company’s Stock.  The Plan
provides both for the direct award or sale of Shares and for the grant of
Options to purchase Shares.  Options
granted under the Plan may include Nonstatutory Options as well as ISOs
intended to qualify under Section 422 of the Code.


 


Capitalized
terms are defined in Section 12.


 


SECTION
2.  ADMINISTRATION.


 


(a)           Committees of the Board of Directors.  The Plan may be administered by one or more
Committees.  Each Committee shall
consist of one or more members of the Board of Directors who have been
appointed by the Board of Directors. 
Each Committee shall have such authority and be responsible for such
functions as the Board of Directors has assigned to it.  If no Committee has been appointed, the
entire Board of Directors shall administer the Plan.  Any reference to the Board of Directors in the Plan shall be
construed as a reference to the Committee (if any) to whom the Board of
Directors has assigned a particular function.


 


(b)           Authority of the Board of Directors.  Subject to the provisions of the Plan, the
Board of Directors shall have full authority and discretion to take any actions
it deems necessary or advisable for the administration of the Plan.  All decisions, interpretations and other
actions of the Board of Directors shall be final and binding on all Purchasers,
all Optionees and all persons deriving their rights from a Purchaser or
Optionee.


 


SECTION
3.  ELIGIBILITY.


 


(a)           General Rule.  Only Employees, Outside Directors and Consultants shall be
eligible for the grant of Nonstatutory Options or the direct award or sale of
Shares.  Only Employees shall be
eligible for the grant of ISOs.


 


(b)           Ten-Percent Stockholders.  A person who owns more than 10% of the total
combined voting power of all classes of outstanding stock of the Company, its
Parent or any of its Subsidiaries shall not be eligible for designation as an
Optionee or Purchaser unless (i) the Exercise Price is at least 110% of the
Fair Market Value of a Share on the date of grant, (ii) the Purchase Price (if
any) is at least 100% of the Fair Market Value of a Share and (iii) in the case
of an ISO, such ISO by its terms is not exercisable after the expiration of
five years from the date of grant.  For
purposes of this Subsection (b), in determining stock ownership, the
attribution rules of Section 424(d) of the Code shall be applied.


 

















 


SECTION
4.  STOCK SUBJECT TO PLAN.


 


(a)           Basic Limitation.  Not more than 7,000,000 Shares may be issued under the Plan
(subject to Subsection (b) below and Section 8).  The number of Shares that are subject to Options or other rights
outstanding at any time under the Plan shall not exceed the number of Shares
that then remain available for issuance under the Plan.  The Company, during the term of the Plan,
shall at all times reserve and keep available sufficient Shares to satisfy the
requirements of the Plan.  Shares
offered under the Plan may be authorized but unissued Shares or treasury
Shares.


 


(b)           Additional Shares.  In the event that Shares previously issued
under the Plan are reacquired by the Company pursuant to a forfeiture
provision, right of repurchase or right of first refusal, such Shares shall be
added to the number of Shares then available for issuance under the Plan.  However, the aggregate number of Shares
issued upon the exercise of ISOs (including Shares reacquired by the Company)
shall in no event exceed 200% of the number specified in Subsection (a)
above.  In the event that an outstanding
Option or other right for any reason expires or is canceled, the Shares
allocable to the unexercised portion of such Option or other right shall not
reduce the number of Shares available for issuance under the Plan.


 


SECTION
5.  TERMS AND CONDITIONS OF AWARDS OR
SALES.


 


(a)           Stock Purchase Agreement.  Each award or sale of Shares under the Plan
(other than upon exercise of an Option) shall be evidenced by a Stock Purchase
Agreement between the Purchaser and the Company.  Such award or sale shall be subject to all applicable terms and
conditions of the Plan and may be subject to any other terms and conditions
which are not inconsistent with the Plan and which the Board of Directors deems
appropriate for inclusion in a Stock Purchase Agreement.  The provisions of the various Stock Purchase
Agreements entered into under the Plan need not be identical.


 


(b)           Duration of Offers and Nontransferability of Rights.  Any right to acquire Shares under the Plan
(other than an Option) shall automatically expire if not exercised by the
Purchaser within 30 days after the grant of such right was communicated to the
Purchaser by the Company.  Such right
shall not be transferable and shall be exercisable only by the Purchaser to
whom such right was granted.


 


(c)           Purchase Price.  The Purchase Price of Shares to be offered under the Plan shall
not be less than 85% of the Fair Market Value of such Shares, and a higher
percentage may be required by Section 3(b). 
Subject to the preceding sentence, the Board of Directors shall
determine the Purchase Price at its sole discretion.  The Purchase Price shall be payable in a form described in
Section 7.


 


(d)           Withholding Taxes.  As a condition to the purchase of Shares,
the Purchaser shall make such arrangements as the Board of Directors may
require for the satisfaction of any federal, state, local or foreign
withholding tax obligations that may arise in connection with such purchase.


 


(e)           Restrictions on Transfer of Shares and Minimum Vesting.  Any Shares awarded or sold under the Plan
shall be subject to such special forfeiture conditions, rights of


 


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repurchase, rights of first
refusal and other transfer restrictions as the Board of Directors may
determine.  Such restrictions shall be
set forth in the applicable Stock Purchase Agreement and shall apply in
addition to any restrictions that may apply to holders of Shares
generally.  In the case of a Purchaser
who is not an officer of the Company, an Outside Director or a Consultant:


 


(i)            Any
right to repurchase the Purchaser’s Shares at the original Purchase Price (if
any) upon termination of the Purchaser’s Service shall lapse at least as
rapidly as 20% per year over the five-year period commencing on the date of the
award or sale of the Shares;


 


(ii)           Any
such right may be exercised only for cash or for cancellation of indebtedness
incurred in purchasing the Shares; and


 


(iii)          Any
such right may be exercised only within 90 days after the termination of the
Purchaser’s Service.


 


SECTION
6.  TERMS AND CONDITIONS OF OPTIONS.


 


(a)           Stock Option Agreement.  Each grant of an Option under the Plan shall
be evidenced by a Stock Option Agreement between the Optionee and the
Company.  The Option shall be subject to
all applicable terms and conditions of the Plan and may be subject to any other
terms and conditions which are not inconsistent with the Plan and which the
Board of Directors deems appropriate for inclusion in a Stock Option
Agreement.  The provisions of the
various Stock Option Agreements entered into under the Plan need not be
identical.


 


(b)           Number of Shares.  Each Stock Option Agreement shall specify the number of Shares
that are subject to the Option and shall provide for the adjustment of such
number in accordance with Section 8. 
The Stock Option Agreement shall also specify whether the Option is an
ISO or a Nonstatutory Option.


 


(c)           Exercise Price.  Each Stock Option Agreement shall specify the Exercise
Price.  The Exercise Price of an ISO
shall not be less than 100% of the Fair Market Value of a Share on the date of
grant, and a higher percentage may be required by Section 3(b).  The Exercise Price of a Nonstatutory Option
shall not be less than 85% of the Fair Market Value of a Share on the date of
grant, and a higher percentage may be required by Section 3(b).  Subject to the preceding two sentences, the
Exercise Price under any Option shall be determined by the Board of Directors
at its sole discretion.  The Exercise
Price shall be payable in a form described in Section 7.


 


(d)           Exercisability.  Each Stock Option Agreement shall specify the date when all or
any installment of the Option is to become exercisable.  No Option shall be exercisable unless the
Optionee has delivered an executed copy of the Stock Option Agreement to the
Company.  In the case of an Optionee who
is not an officer of the Company, an Outside Director or a Consultant, an
Option shall become exercisable at least as rapidly as 20% per year over the
five-year period commencing on the date of grant.  Subject to the preceding sentence, the Board of Directors shall
determine the exercisability provisions of the Stock Option Agreement at its
sole discretion.


 


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(e)           Accelerated Exercisability.  Unless the applicable Stock Option Agreement
provides otherwise, all of an Optionee’s Options shall become exercisable in
full if (i) the Company is subject to a Change in Control before the Optionee’s
Service terminates, (ii) such Options do not remain outstanding, (iii) such
Options are not assumed by the surviving corporation or its parent and (iv) the
surviving corporation or its parent does not substitute options with
substantially the same terms for such Options.


 


(f)            Basic Term.  The Stock Option Agreement shall specify the term of the
Option.  The term shall not exceed 10
years from the date of grant, and a shorter term may be required by Section
3(b).  Subject to the preceding
sentence, the Board of Directors at its sole discretion shall determine when an
Option is to expire.


 


(g)           Termination of Service (Except by Death).  If an Optionee’s Service terminates for any
reason other than the Optionee’s death, then the Optionee’s Options shall
expire on the earliest of the following occasions:


 


(i)            The
expiration date determined pursuant to Subsection (f) above;


 


(ii)           The
date three months after the termination of the Optionee’s Service for any
reason other than Disability, or such later date as the Board of Directors may
determine; or


 


(iii)          The
date six months after the termination of the Optionee’s Service by reason of
Disability, or such later date as the Board of Directors may determine.


 


The Optionee
may exercise all or part of the Optionee’s Options at any time before the
expiration of such Options under the preceding sentence, but only to the extent
that such Options had become exercisable before the Optionee’s Service
terminated (or became exercisable as a result of the termination) and the
underlying Shares had vested before the Optionee’s Service terminated (or
vested as a result of the termination). 
The balance of such Options shall lapse when the Optionee’s Service
terminates.  In the event that the
Optionee dies after the termination of the Optionee’s Service but before the
expiration of the Optionee’s Options, all or part of such Options may be exercised
(prior to expiration) by the executors or administrators of the Optionee’s
estate or by any person who has acquired such Options directly from the
Optionee by beneficiary designation, bequest or inheritance, but only to the
extent that such Options had become exercisable before the Optionee’s Service
terminated (or became exercisable as a result of the termination) and the
underlying Shares had vested before the Optionee’s Service terminated (or
vested as a result of the termination).


 


(h)           Leaves of Absence.  For purposes of Subsection (g) above,
Service shall be deemed to continue while the Optionee is on a bona fide leave
of absence, if such leave was approved by the Company in writing and if
continued crediting of Service for this purpose is expressly required by the
terms of such leave or by applicable law (as determined by the Company).


 


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(i)            Death of Optionee.  If an Optionee dies while the Optionee is in
Service, then the Optionee’s Options shall expire on the earlier of the
following dates:


 


(i)            The
expiration date determined pursuant to Subsection (f) above; or


 


(ii)           The
date 12 months after the Optionee’s death, or such later date as the Board of
Directors may determine.


 


All or part of the Optionee’s
Options may be exercised at any time before the expiration of such Options
under the preceding sentence by the executors or administrators of the
Optionee’s estate or by any person who has acquired such Options directly from
the Optionee by beneficiary designation, bequest or inheritance, but only to
the extent that such Options had become exercisable before the Optionee’s death
(or became exercisable as a result of the death) and the underlying Shares had
vested before the Optionee’s death (or vested as a result of the Optionee’s death).  The balance of such Options shall lapse when
the Optionee dies.


 


(j)            Restrictions on Transfer of Shares and Minimum Vesting.  Any Shares issued upon exercise of an Option
shall be subject to such special forfeiture conditions, rights of repurchase,
rights of first refusal and other transfer restrictions as the Board of
Directors may determine.  Such
restrictions shall be set forth in the applicable Stock Option Agreement and
shall apply in addition to any restrictions that may apply to holders of Shares
generally.  In the case of an Optionee
who is not an officer of the Company, an Outside Director or a Consultant:


 


(i)            Any
right to repurchase the Optionee’s Shares at the original Exercise Price upon
termination of the Optionee’s Service shall lapse at least as rapidly as 20%
per year over the five-year period commencing on the date of the option grant;


 


(ii)           Any
such right may be exercised only for cash or for cancellation of indebtedness
incurred in purchasing the Shares; and


 


(iii)          Any
such right may be exercised only within 90 days after the later of (A) the
termination of the Optionee’s Service or (B) the date of the option exercise.


 


(k)           Transferability of Options.  An Option shall be transferable by the
Optionee only by (i) a beneficiary designation, (ii) a will or (iii) the laws
of descent and distribution, except as provided in the next sentence.  If the applicable Stock Option Agreement so
provides, an NSO shall also be transferable by the Optionee by (i) a gift to a
member of the Optionee’s Immediate Family or (ii) a gift to an inter vivos or
testamentary trust in which members of the Optionee’s Immediate Family have a
beneficial interest of more than 50% and which provides that such NSO is to be
transferred to the beneficiaries upon the Optionee’s death.  An ISO may be exercised during the lifetime
of the Optionee only by the Optionee or by the Optionee’s guardian or legal
representative.


 


(1)           Withholding Taxes.  As a condition to the exercise of an Option,
the Optionee shall make such arrangements as the Board of Directors may require
for the satisfaction


 


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of any federal, state, local or
foreign withholding tax obligations that may arise in connection with such
exercise.  The Optionee shall also make
such arrangements as the Board of Directors may require for the satisfaction of
any federal, state, local or foreign withholding tax obligations that may arise
in connection with the disposition of Shares acquired by exercising an Option.


 


(m)          No Rights as a Stockholder.  An Optionee, or a transferee of an Optionee,
shall have no rights as a stockholder with respect to any Shares covered by the
Optionee’s Option until such person becomes entitled to receive such Shares by
filing a notice of exercise and paying the Exercise Price pursuant to the terms
of such Option.


 


(n)           Modification, Extension and Assumption of Options.  Within the limitations of the Plan, the
Board of Directors may modify, extend or assume outstanding Options or may
accept the cancellation of outstanding Options (whether granted by the Company
or another issuer) in return for the grant of new Options for the same or a
different number of Shares and at the same or a different Exercise Price.  The foregoing notwithstanding, no modification
of an Option shall, without the consent of the Optionee, impair the Optionee’s
rights or increase the Optionee’s obligations under such Option.


 


SECTION
7.  PAYMENT FOR SHARES.


 


(a)           General Rule.  The entire Purchase Price or Exercise Price of Shares issued
under the Plan shall be payable in cash or cash equivalents at the time when
such Shares are purchased, except as otherwise provided in this Section 7.


 


(b)           Surrender of Stock.  To the extent that a Stock Option Agreement
so provides, all or any part of the Exercise Price may be paid by surrendering,
or attesting to the ownership of, Shares that are already owned by the
Optionee.  Such Shares shall be
surrendered to the Company in good form for transfer and shall be valued at
their Fair Market Value on the date when the Option is exercised.  The Optionee shall not surrender, or attest
to the ownership of, Shares in payment of the Exercise Price if such action
would cause the Company to recognize compensation expense (or additional
compensation expense) with respect to the Option for financial reporting
purposes.


 


(c)           Services Rendered.  At the discretion of the Board of Directors,
Shares may be awarded under the Plan in consideration of services rendered to
the Company, a Parent or a Subsidiary prior to the award.


 


(d)           Promissory Note.  To the extent that a Stock Option Agreement or Stock Purchase
Agreement so provides, all or a portion of the Exercise Price or Purchase Price
(as the case may be) of Shares issued under the Plan may be paid with a full
recourse promissory note.  However, the
par value of the Shares, if newly issued, shall be paid in cash or cash
equivalents.  The Shares shall be
pledged as security for payment of the principal amount of the promissory note
and interest thereon.  The interest rate
payable under the terms of the promissory note shall not be less than the
minimum rate (if any) required to avoid the imputation of additional interest
under the Code.  Subject to the
foregoing, the Board of Directors (at its sole discretion) shall specify the
term, interest rate, amortization requirements (if any) and other provisions of
such note.


 


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(e)           Exercise/Sale.  To the extent that a Stock
Option Agreement so provides, and if the Stock is publicly traded, payment may
be made all or in part by the delivery (on a form prescribed by the Company) of
an irrevocable direction to a securities broker approved by the Company to sell
Shares and to deliver all or part of the sales proceeds to the Company in
payment of all or part of the Exercise Price and any withholding taxes.


 


(f)            Exercise/Pledge.  To the extent that a Stock Option Agreement so provides, and if
the Stock is publicly traded, payment may be made all or in part by the
delivery (on a form prescribed by the Company) of an irrevocable direction to
pledge Shares to a securities broker or lender approved by the Company, as
security for a loan, and to deliver all or part of the loan proceeds to the
Company in payment of all or part of the Exercise Price and any withholding
taxes.


 


SECTION 8. 
ADJUSTMENT OF SHARES.


 


(a)           General. 
In the event of a subdivision of the outstanding Stock, a declaration of
a dividend payable in Shares, a declaration of an extraordinary dividend
payable in a form other than Shares in an amount that has a material effect on
the Fair Market Value of the Stock, a combination or consolidation of the
outstanding Stock into a lesser number of Shares, a recapitalization, a
spin-off, a reclassification or a similar occurrence, the Board of Directors
shall make appropriate adjustments in one or more of (i) the number of Shares
available for future grants under Section 4, (ii) the number of Shares covered
by each outstanding Option or (iii) the Exercise Price under each outstanding Option.


 


(b)           Mergers and Consolidations.  In the event that the Company is a party to
a merger or consolidation, outstanding Options shall be subject to the
agreement of merger or consolidation. 
Such agreement shall provide for:


 


(i)            The
continuation of such outstanding Options by the Company (if the Company is the
surviving corporation);


 


(ii)           The
assumption of the Plan and such outstanding Options by the surviving
corporation or its parent;


 


(iii)          The
substitution by the surviving corporation or its parent of options with
substantially the same terms for such outstanding Options;


 


(iv)          The
full exercisability of such outstanding Options and full vesting of the Shares
subject to such Options, followed by the cancellation of such Options; or


 


(v)           The
settlement of the full value of such outstanding Options (whether or not then
exercisable) in cash or cash equivalents including (without limitation)
deferred cash payments, followed by the cancellation of such Options.


 


(c)           Reservation of Rights.  Except as provided in this Section 8, an
Optionee or Purchaser shall have no rights by reason of (i) any subdivision or
consolidation of shares of


 


7

















 


stock of any class, (ii) the
payment of any dividend or (iii) any other increase or decrease in the number
of shares of stock of any class.  Any
issuance by the Company of shares of stock of any class, or securities
convertible into shares of stock of any class, shall not affect, and no
adjustment by reason thereof shall be made with respect to, the number or
Exercise Price of Shares subject to an Option. 
The grant of an Option pursuant to the Plan shall not affect in any way
the right or power of the Company to make adjustments, reclassifications,
reorganizations or changes of its capital or business structure, to merge or
consolidate or to dissolve, liquidate, sell or transfer all or any part of its
business or assets.


 


SECTION 9. 
SECURITIES LAW REQUIREMENTS.


 


(a)           General. 
Shares shall not be issued under the Plan unless the issuance and
delivery of such Shares comply with (or are exempt from) all applicable
requirements of law, including (without limitation) the Securities Act of 1933,
as amended, the rules and regulations promulgated thereunder, state securities
laws and regulations, and the regulations of any stock exchange or other
securities market on which the Company’s securities may then be traded.


 


(b)           Financial Reports.  The Company each year shall furnish to
Optionees, Purchasers and stockholders who have received Stock under the Plan
its balance sheet and income statement, unless such Optionees, Purchasers or
stockholders are key Employees whose duties with the Company assure them access
to equivalent information.  Such balance
sheet and income statement need not be audited.


 


SECTION 10. 
NO RETENTION RIGHTS.


 


Nothing in the
Plan or in any right or Option granted under the Plan shall confer upon the
Purchaser or Optionee any right to continue in Service for any period of
specific duration or interfere with or otherwise restrict in any way the rights
of the Company (or any Parent or Subsidiary employing or retaining the
Purchaser or Optionee) or of the Purchaser or Optionee, which rights are hereby
expressly reserved by each, to terminate his or her Service at any time and for
any reason, with or without cause.


 


SECTION 11. 
DURATION AND AMENDMENTS.


 


(a)           Term of the Plan.  The Plan, as set forth herein, shall become effective on the date
of its adoption by the Board of Directors, subject to the approval of the Company’s
stockholders.  If the stockholders fail
to approve the Plan within 12 months after its adoption by the Board of
Directors, then any grants, exercises or sales that have already occurred under
the Plan shall be rescinded and no additional grants, exercises or sales shall
thereafter be made under the Plan.  The
Plan shall terminate automatically 10 years after the later of (i) its adoption
by the Board of Directors or (ii) the most recent increase in the number of
Shares reserved under Section 4 that was approved by the Company’s
stockholders.  The Plan may be
terminated on any earlier date pursuant to Subsection (b) below.


 


(b)           Right to Amend or Terminate the Plan.  The Board of Directors may amend, suspend or
terminate the Plan at any time and for any reason; provided, however, that any
amendment of the Plan shall be subject to the approval of the Company’s
stockholders if it


 


8

















 


(i) increases the number of
Shares available for issuance under the Plan (except as provided in Section 8)
or (ii) materially changes the class of persons who are eligible for the grant
of ISOs.  Stockholder approval shall not
be required for any other amendment of the Plan.  If the stockholders fail to approve an increase in the number of
Shares reserved under Section 4 within 12 months after its adoption by the
Board of Directors, then any grants, exercises or sales that have already
occurred in reliance on such increase shall be rescinded and no additional
grants, exercises or sales shall thereafter be made in reliance on such
increase.


 


(c)           Effect of Amendment or Termination.  No Shares shall be issued or sold under the
Plan after the termination thereof, except upon exercise of an Option granted
prior to such termination.  The termination
of the Plan, or any amendment thereof, shall not affect any Share previously
issued or any Option previously granted under the Plan.


 


SECTION 12. 
DEFINITIONS.


 


(a)           “Board of Directors” shall mean the Board of
Directors of the Company, as constituted from time to time.


 


(b)           “Change in Control” shall mean:


 


(i)            The
consummation of a merger or consolidation of the Company with or into another
entity or any other corporate reorganization, if persons who were not
stockholders of the Company immediately prior to such merger, consolidation or
other reorganization own immediately after such merger, consolidation or other
reorganization 50% or more of the voting power of the outstanding securities of
each of (A) the continuing or surviving entity and (B) any direct or indirect
parent corporation of such continuing or surviving entity; or


 


(ii)           The
sale, transfer or other disposition of all or substantially all of the
Company’s assets.


 


A transaction
shall not constitute a Change in Control if its sole purpose is to change the
state of the Company’s incorporation or to create a holding company that will
be owned in substantially the same proportions by the persons who held the
Company’s securities immediately before such transaction.


 


(c)           “Code” shall mean the Internal Revenue Code
of 1986, as amended.


 


(d)           “Committee” shall mean a committee of the
Board of Directors, as described in Section 2(a).


 


(e)           “Company” shall mean Oddpost, Inc., a
Delaware corporation.


 


(f)            “Consultant” shall mean a person who performs
bona fide services for the Company, a Parent or a Subsidiary as a consultant or
advisor, excluding Employees and Outside Directors.


 


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(g)           “Disability” shall mean that the Optionee is
unable to engage in any substantial gainful activity by reason of any medically
determinable physical or mental impairment.


 


(h)           “Employee” shall mean any individual who is
a common-law employee of the Company, a Parent or a Subsidiary.


 


(i)            “Exercise Price” shall mean the amount for
which one Share may be purchased upon exercise of an Option, as specified by
the Board of Directors in the applicable Stock Option Agreement.


 


(j)            “Fair Market Value” shall mean the fair
market value of a Share, as determined by the Board of Directors in good
faith.  Such determination shall be
conclusive and binding on all persons.


 


(k)           “Immediate Family” shall mean any child,
stepchild, grandchild, parent, stepparent, grandparent, spouse, sibling,
mother-in-law, father-in-law, son-in-law, daughter-in-law, brother-in-law or
sister-in-law and shall include adoptive relationships.


 


(l)            “ISO” shall mean an employee incentive stock
option described in Section 422(b) of the Code.


 


(m)          “Nonstatutory Option” shall mean a stock
option not described in Sections 422(b) or 423(b) of the Code.


 


(n)           “Option” shall mean an ISO or Nonstatutory
Option granted under the Plan and entitling the holder to purchase Shares.


 


(o)           “Optionee” shall mean a person who holds an
Option.


 


(p)           “Outside Director” shall mean a member of
the Board of Directors who is not an Employee.


 


(q)           “Parent” shall mean any corporation (other
than the Company) in an unbroken chain of corporations ending with the Company,
if each of the corporations other than the Company owns stock possessing 50% or
more of the total combined voting power of all classes of stock in one of the
other corporations in such chain.  A
corporation that attains the status of a Parent on a date after the adoption of
the Plan shall be considered a Parent commencing as of such date.


 


(r)            “Plan” shall mean this Oddpost, Inc.  2003 Stock Plan.


 


(s)           “Purchase Price” shall mean the
consideration for which one Share may be acquired under the Plan (other than
upon exercise of an Option), as specified by the Board of Directors.


 


(t)            “Purchaser” shall mean a person to whom the
Board of Directors has offered the right to acquire Shares under the Plan
(other than upon exercise of an Option).


 


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(u)           “Service” shall mean service as an Employee,
Outside Director or Consultant.


 


(v)           “Share” shall mean one share of Stock, as
adjusted in accordance with Section 8 (if applicable).


 


(w)          “Stock” shall mean the Common Stock of the
Company, with a par value of $0.0002 per Share.


 


(x)            “Stock Option Agreement” shall mean the
agreement between the Company and an Optionee that contains the terms,
conditions and restrictions pertaining to the Optionee’s Option.


 


(y)           “Stock Purchase Agreement” shall mean the
agreement between the Company and a Purchaser who acquires Shares under the
Plan that contains the terms, conditions and restrictions pertaining to the
acquisition of such Shares.


 


(z)            “Subsidiary” shall mean any corporation
(other than the Company) in an unbroken chain of corporations beginning with
the Company, if each of the corporations other than the last corporation in the
unbroken chain owns stock possessing 50% or more of the total combined voting
power of all classes of stock in one of the other corporations in such chain.  A corporation that attains the status of a
Subsidiary on a date after the adoption of the Plan shall be considered a
Subsidiary commencing as of such date.


 


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